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Exhibit 4.3
STOCK OPTION AGREEMENT
AGREEMENT, dated as of January 30, 1996, between UNITED RESTAURANTS, INC.,
a Delaware corporation (the "Company"), and XXX XXXXXXXXXX (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Optionee acts as a consultant for the Company and is
considered by the Board of Directors of the Company as a substantial contributor
to the development of the Company's business during its early stages and for the
future; and
WHEREAS, the Company desires to provide the Optionee with incentive to
remain a consultant for the Company and to continue to work for its best
interests in the future.
NOW THEREFORE, in consideration of the premises and the mutual promises
and covenants hereinafter contained, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. The Company hereby grants to the Optionee the irrevocable,
non-qualified option (the "Option") to purchase, on the terms and conditions
herein set forth, up to 5,000 of the Company's fully paid and nonassessable
shares of Common Stock, par value $.01 per share, at an option price determined
as set forth in Section 2 of this Agreement.
2. Option Price. The option price for any shares of Common Stock of the Company
to be purchased pursuant to the Option by valid exercise from time to time
during the term thereof by the Optionee shall be $1.00 per share.
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3. Period of Option. The Option is exercisable at any time during a period
commencing February 1, 1996, and ending January 30, 2001. The Option may be
exercised from time to time during the option period as to the total number of
shares thereby or any lesser amount thereof. The Option is nonexercisable after
January 30, 2001.
4. Adjustments. If each of the outstanding shares of Common Stock of the Company
(other than shares held by dissenting stockholders) shall be changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another corporation (whether by reason of agreement,
consolidation, recapitalization, reclassification, split-up, combination of the
shares or otherwise), then there shall be substituted for each share covered by
the Option, the number and kind of shares of stock or other securities into
which each outstanding share of Common Stock of the Company (other than shares
held by dissenting stockholders) shall be so changed or for which each such
share shall be changed. If there shall be any other change in the number or kind
of the outstanding shares of Common Stock of the Company, or any stock or
securities into which such Common Stock shall have been changed, or for which it
shall have been exchanged, then if the Board of Directors of the Company shall,
in its sole discretion, determine that such change equitably requires an
adjustment in the number or kind or option price of the shares covered by the
Option, or an adjustment in the number or kind of other shares subject, or which
may be subject, to the Option, such adjustment shall be made in accordance with
such determination. Fractional shares resulting from any adjustment in the
Option pursuant to this Section 4 may be settled in cash or otherwise as the
Board of Directors of the Company shall determine. Notice of any adjustment
shall be given by the Company to the Optionee and such adjustment (whether or
not such notice is given or received) shall be effective and binding for all
purposes of the Option.
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5. Reservation of Shares. The Company covenants and agrees that it has reserved
and shall at all times, so long as the Option is outstanding, reserve and keep
available out of its authorized but unissued Common Stock, par value $.01 per
share, solely for the purpose of issuing Common Stock upon the exercise of the
Option, the full number of shares of Common Stock deliverable upon the exercise
of the Option.
6. Stockholder's Rights. The Optionee shall not, based on his being Optionee
hereunder, be entitled to vote or receive dividends or be deemed the holder of
Common Stock or any other security of the Company which may at any time be
issuable on the exercise of the Option for any purpose, nor shall anything
contained herein be construed to confer upon the Optionee, as such, any of the
rights of a stockholder of the Company or any right to vote for the election of
Directors on any matter submitted to stockholders at any meeting thereof, or to
give or withhold consent to any corporate action (whether upon any
recapitalization, issue of stock, reclassification of stock, change of par value
or change of stock to no par value, consolidation, merger, conveyance, or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until the Option shall have been exercised and
the Common Stock purchasable upon the exercise hereof shall have become
deliverable as provided herein.
7. Termination of Relationship with the Company. Upon the termination of the
Optionee's relationship by the Company, his rights to exercise the Option shall
be only as follows:
a. If the Optionee's relationship with the Company is terminated for
any reason other than death, including but not limited to
disability, he (or his estate in the event of his death after such
termination) may, within 90 days following such termination,
exercise the Option with respect to all or any part of the shares
subject thereto, unless the Option earlier expires.
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b. If the Optionee's relationship with the Company is terminated by
death, or if the Optionee should die within 90 days after his
relationship with the Company is otherwise terminated, his estate
shall have the right for a period of one year following the date of
such death to exercise the Option with respect to all or any part of
the shares subject thereof, unless the Option earlier expires. An
Optionee's "estate" shall mean his legal representatives upon his
death or any person who acquires the right to exercise the Option by
reason of the Optionee's death.
8. Transferability. The Option is not transferable by the Optionee otherwise
than by will or the laws of descent or distribution, and is exercisable during
the Optionee's lifetime only by the Optionee.
9. Method of Exercise of Option. The Option may be exercised in whole or in part
by the Optionee's giving written notice, specifying the number of shares which
the Optionee elects to purchase and the date on which such purchase is to be
made, to the Company by mail, postage prepaid, or delivering such notice
addressed to the Company, at its principal office in Los Angeles, California,
attention of the President, at least ten and not more than thirty days prior to
the date specified in such notice as the date on which such purchase is to be
made. Such notice shall contain, if required by the Company, on issuing the
shares to the Optionee, will comply with the applicable securities laws, a
written representation by the Optionee that (i) he is acquiring the shares to be
so purchased for investment and not with a view to distribution to the public
and (ii) he will not dispose of the shares so purchased except in compliance
with the Securities Act of 1933, as amended, and the rules and regulations (such
as Rule 144) promulgated thereunder applicable at the time to such disposition.
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The Company may require further assurances that the acquisition of the shares
will not involve any violations of law.
If such exercise shall be in accordance with the provisions of the Option,
the Company shall, on the date specified in the notice and against receipt from
the Optionee of the option price, deliver, at its principal office in Los
Angeles, California, a certificate or certificates for the shares of Common
Stock so purchased and shall pay all stamp taxes payable in connection
therewith. For purposes of this Section 9, a person to whom the Option is
transferred by will or the laws of descent and distribution, as contemplated by
Section 8 shall be deemed the Optionee.
Each stock certificate for shares issued on exercise of the Option shall
bear the following (or similar) legend:
"The Shares represented by this Certificate have not been registered
under the Securities Act of 1933. The Shares may not be sold or
offered for sale in the absence of an effective Registration
Statement for the Shares under the Securities Act of 1933 or an
opinion of counsel of the Company that such registration is not
required."
10. Binding Agreement. This Option Agreement shall be binding upon and shall
insure to the benefit of any successor or assign of the Company and the
Optionee's legal representative.
11. Entire Agreement. This Agreement contains the entire agreement of the
parties with respect to the Option and may not be changed orally, but only by an
instrument in writing signed by the party against whom enforcement of any
change, modification or extension is sought.
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IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement
as of the day and year first above written.
UNITED RESTAURANTS, INC.
By: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, Chairman
of the Board, President and
Chief Executive Officer
AGREED to and ACCEPTED as of
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/s/ Xxx Xxxxxxxxxx
Xxx Xxxxxxxxxx
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